The Directors are pleased to present the 68^th Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

Financial results for the year ended March 31, 2024, are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

Your Directors take pleasure in recommending a final dividend @ 100% i.e., H 2/- per Equity Share (face value of H 2/- each) of the Company for the year ended 31^st March 2024.

Further, in terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company’s website at https://www.gevernova.com/ regions/in/ge-td-india-limited/corporate-governance

POWER SECTOR OVERVIEW

During the FY 2023-24, the GDP of the country grew at a rate of 7.6%. A total of around 18.4 GW of renewable energy generation was added to the grid in FY 2023-24. The total renewable capacity installed base has reached to ~144GW on 31^st March 2024. This takes the non-fossil fuel installed base (including Hydro) to 43% of the total Installed base of ~442GW.

The peak power demand surged to approximately 243 GW in September 2023, an increase of 12.7%, compared to 216 GW previous year. All India peak shortage has decreased to 1.4% (3.3 GW) from 4.0% (8.6 GW) in the same period last year.

Overall, the energy requirement for the current year 2023-24 has seen a significant increase of 8.6%, reaching 11,02,887 MU compared to 10,15,908 MU during the same period last year. Similarly, energy availability has also risen by 8.9% to 10,99,907 MU from 10,10,203 MU. Notably, during the current year 2023-24, energy shortage at all India level has reduced to 0.3% (2,980 MU) with respect to 0.6% (5,705 MU) during the same period previous year.

In the current released National Electricity Plan (NEP), The target is to reach 500GW by renewable power installed base by 2030, including 300GW of Solar, 100 GW of Wind and 100 GW of other sources (BESS, Pump storage etc.). This requires significant Investments from private/ government and Government is committed to invest to achieve the set targets. With the growth of renewable, coal-based power plants are acting as the base load. Government has also announced new long-term investments in Coal fired plants. The Investment will be on the account of revamping / new ~80GW of coal fired capacity.

In the year 2023, an additional 14,390 ckm of transmission lines, 61,591 MVA of transformation capacity, and 4,290 MW of Interregional Transfer Capacity were added.

Over the past nine years, the transmission network has grown significantly, with an increase of 187,849 ckm, resulting in a 64.48% expansion. This has led to the development of the largest national synchronous grid globally, now totalling 479,185 ckm. Moreover, the total inter-regional capacity for power transfer has seen a substantial boost, rising to 116,540 MW, a 224.17% increase from 35,950 MW in the last nine years. Additionally, the total transformation capacity, specifically for 220 kV and above, has reached 1,213,313 MVA, marking a 128.69% growth with the addition of 679,327 MVA in the same period.

A detailed plan has been developed by a high-level committee, chaired by the Central Electricity Authority, to address the transmission requirements for integrating more than 500 GW of non-fossil fuel capacity by 2030 in India. This plan involves collaboration with various organizations such as Solar Energy Corporation of India, Central Transmission Utility of India Ltd, Power Grid Corporation of India Ltd, Grid-India, National Institute of Solar Energy, and National Institute of Wind Energy. The aim is to support India’s ambitious energy transition goals and ensure the successful integration of non-fossil fuel-based electricity generation.

The Plan has identified significant future non-fossil fuel generation hubs across the nation, such as potential RE Zones in Rajasthan, Gujarat, Andhra Pradesh, Karnataka, Telangana, Maharashtra, and the RE park in Ladakh. Transmission systems have been strategically planned around these potential generation hubs. Additionally, the transmission plan encompasses the necessary transmission systems for the evacuation of 10 GW of offshore wind power in Gujarat and Tamil Nadu. The Plan outlines the comprehensive transmission system requirements to accommodate approximately 500 GW of Renewable Energy capacity by 2030.

The Inter-state Transmission Systems has been put in bidding. It is anticipated that approximately 26.1 GW of additional renewable energy capacity will be incorporated into the intra-state network as part of the Green Energy Corridor (GEC- I&II) scheme initiated by MNRE by 2026.

The Indian Government initiated the Revamped Distribution Sector Scheme (RDSS) to assist DISCOMs in enhancing their operational efficiencies and financial sustainability. This is achieved through providing result-linked financial aid to DISCOMs for strengthening supply infrastructure based on meeting specific criteria and achieving minimum benchmarks. The total outlay for RDSS is approximately H 3 lakh Cr. over a span of 5 years from FY 2021-22 to FY 2025-26, which includes an estimated Government Budgetary Support (GBS) of around H 1 lakh Cr.

The primary objectives of RDSS include reducing AT&C losses to national levels of 12-15% by FY 2024-25, eliminating the ACS-ARR gap by FY 2024-25, and enhancing the quality, reliability, and affordability

of power supply to consumers through a financially sustainable and operationally efficient distribution sector.

Loss reduction activities involve initiatives such as replacing bare conductors with AB cables, implementing HVDS systems, feeder bifurcation, etc., while system strengthening works include establishing new substations, feeders, upgrading transformation capacity, cables, etc.

Modernization efforts encompass SCADA, DMS, IT/OT, ERP, GIS enabled applications, ADMS, etc. to make distribution systems more intelligent. Currently, loss reduction works amounting to approximately H 1.2 lakh Cr. have been sanctioned, with H 5,806.4 Cr. released as GBS towards loss reduction works under RDSS in accordance with scheme guidelines.

As a result of the reform measures implemented under the scheme, AT&C losses have decreased to 15.41% (provisional), which will have a direct positive impact on reducing the ACS-ARR gap and ultimately benefit end consumers by ensuring quality power supply. Government is supportive of creating conducive environments with policy and regulation such as giving extensions to ISTS charge waiver in mentioned technologies.

- 100% waiver for Offshore wind projects commissioned by December 2032 for 25 years.

- 100% Waiver for Green Hydrogen Projects commissioned by 2030 for 25 Years.

- 100% waiver for Pump storage Projects, awarded by June 2025 for 25 Years.

PERFORMANCE IN TRANSMISION AND DISTRIBUTION MARKET

Renewable Energy Transmission Corridors

The Tariff based Competitive market in the green transmission

corridor continued to be the major growth projects in the country.

Your organization contributed at multiple levels by executing projects

and supply of products in the sector.

• Secured order from Central Power Transmission Company of India for 22 units of 765 kV Power Transformers for various Renewable energy Zone power evacuation.

• Secured order from Central Power Transmission Company and private TBCB developers of India for 83 units of 765 kV Shunt Reactors for reactive power compensation, in major Transmission Substations associated with Renewable energy Zone.

• Secured order from leading Renewables private Company for 220kV/33kV Pooling Substation For 300 MW Wind Energy Project in the state of Karnataka.

• Construction of 765 kV GIS Substation at Khavda PS1 (KPS1-Augmentation) for Transmission Scheme for evacuation beyond 3 GW Power for one of the largest private transmission developers.

• 400 kV AIS Solapur Substation Package for one of the largest Private Renewable developers.

Overseas Market

In the financial year 2023-24, growth in export including Neighbouring countries like Sri Lanka and Bangladesh contributed to the Company’s order intake.

• Supply of HVDC Transformers for a project in South Korea from UK Grid Solutions Ltd (a GE Vernova Group).

• Implementation of SACDA/ADMS control centre in the Colombo region Western Province from Ceylon Electricity Board (CEB) in Sri Lanka.

• I mplementation of SCADA/ AEMS control centre at Dhaka for PGCB in Bangladesh.

• Export order for supply of 225 kV GIS to Senegal.

Utility Digitalization growth

Utility requirements for Substation Digital Automations and Software accelerated opportunities in the market. Your Company being leader in the innovative technologies of digital technologies, kept its pace in line with market requirements and won multiple projects with various technologies including.

• State transmission Asset management System project of State Transmission utility via PowerGrid India.

• Secured RDSS Scheme SCADA/ ADMS Project for Distribution utility via Leading EPC.

• Secured RDSS Scheme SCADA/ ADMS Project for state distribution utility via Leading EPC.

• Supply of 500 Bus Bar Relays in 49 no’s 220kV and 132 kV Sub Stations from Gujarat Energy Transmission Corporation.

• Secured orders from various EPCs for supply of CRP & SAS in 765/400/220 kV substations to Govt & Private developers under TBCB route.

• Secured order from Power Grid Corporation of India for Upgradation of Bus Bar in Northern region.

• Secured order for supply of CRP & SAS in 15 nos 33/11 kV Stations of Nepal Electricity Authority through EPC based in Nepal.

• Supply of CRP & SAS in 7 Station of Andhra Pradesh Transmission Corporation.

• Secured order for Supply of CRP & SAS and PLCC in 7 Nos 400kV Station of Adani Energy through EPC.

• Secured order of CRP & SAS for Export to Tanzania through EPC in India.

Your Company will continue to focus on this market and beyond in FY 2024-25 and is confident enough to further build your Company’s strength.

Utility Markets & Renovation & Modernization

Your Company made a dedicated effort to capture orders in the Utility market as well as Renovation and Modernization projects and secured various orders.

• Secured order from Damodar Valley Corporation for Renovation & Modernisation of 7 nos. of Substations in the state of Jharkhand.

• Secured order from National Thermal Power Corporation for Renovation, Modernization with Protection upgradation of 400 kV system in the State of West Bengal.

• Construction of 400 kV GIS Substation on turnkey basis including civil works at Babarzar for one of the most growing state utilities of the country.

• Construction of two 220 kV Sectionalizer bays on turnkey basis at Lapanga for one of the major Industrial customers.

• Construction of 765 & 400 kV GIS Substation/bay Extension at Narendra & Pune without GIS - supply by developer for Transmission Scheme for one of the largest private transmission developers.

• Upgradation of 66/33 kV Tuensang SS to 132 kV In Nagaland Under NERPSIP / Substation Package for Power Grid Corporation of India Limited.

• 220 kV GIS Switchyard on turnkey basis with civil works for TATA Motors.

• 765 & 400 kV GIS & AIS SS at Raigarh (KOTRA) under WRES from Power Grid Corporation of India Limited.

• 220 kV Switchyard and MRSS at Lapanga for FRP Project for one of the Industrial customers.

UPCOMING INNOVATIONS AND TECHNOLOGIES

Year 2023-24 has been the Year of Innovation and your Company launched multiple products in the market. The new launched products are mentioned below.

GridBeats, a comprehensive portfolio of software-defined automation solutions aimed at streamlining grid digitalization and enhancing grid resilience. The GridBeats portfolio provides innovative digital solutions for the power grid to tackle various challenges. GridBeats enhances grid resilience and reliability with faster controls, artificial intelligence/ machine learning (AI/ML)-based automation, and improved cybersecurity. It improves visibility across the grid, from larger areas down to specific equipment, thanks to precise sensors and dependable communication networks.

The portfolio includes:

Zonal Autonomous Control - to divide your grid network into autonomous zones, enhancing resilience and reliability when disruptions occur.

Integrated Digital Substation - Features modern top-down engineering tools, software-defined centralized protection and control, and advanced wide-area applications. Fast deployment reduces time to value, increasing reliability and enabling flexibility for the future grid.

EnergyAPM - Reduces downtime and maintenance costs through predictive and prescriptive diagnostics that utilize both online and offline operational data and physics-based digital twins of assets. Increases visibility across entire fleet down to the individual secondary asset level. With technologies such as auto-detection, remote provisioning, and health monitoring, this solution enhances system reliability and reduces operation and maintenance (O&M) costs.

Network Management System - Maximizes your communications network’s return on investment (ROI) by increasing system throughput and uptime, improving the utilization of networked devices, and enabling you to discover, monitor, and act on your multi-vendor network.

Launched DXC-H, a Hybrid multi-technology platform supporting multiple legacy interfaces. It provides 400Gbps switching capacity, improved latency time for critical applications through MPLS-TP, transmission of up to 100Gbps, data encryption, and different protection schemes.

DIP.net - Commercial launch point - multi point tele protection. Already deployed in Indian utility network.

DGA900 is a comprehensive Transformer Condition Monitoring Solution which includes 9 gas DGA combined with OLTC, a higher rhythm in the Indian market with penetration into multiple utility, renewable and industrial segments.

Launched comprehensive one box Bay Controller and Protection Device (BCPU), Multiline Agile to the market targeting mainly Renewable, Industrial and Distribution market., Cybersecurity features and Renewable specific protection features.

Industrialization of 5^th Generation MiCOM in Pallavaram (Chennai) manufacturing facility and started delivering to various customers. MiCOM 5^th Generation is a leap forward latest communication, Cybersecurity & Protection Enhancements, targeting Transmission utilities and renewable generation.

OPERATIONAL EXCELLENCE

Your Company’s experience of more than 35 years in turnkey project execution continues to help it reach new landmarks in operational excellence year after year. Company has been striving for operational excellence and always redefining the way to address customer needs. Your Company has been deploying continuous improvements practices such LEAN to deliver best in class turnkey solutions. Deployment of LEAN has been helping in cutting on project delays and improving the overall quality of execution in turnkey solutions. Best Project Management practices coupled with right skill development & deployment is helping in ensuring efficient project management and delivery by various support functions such as engineering, sourcing, procurement, finance, and human resources, your Company is dedicated to delivering commitments, honouring time schedules, and successfully fulfilling projects for customers.

In the past year, your Company successfully commissioned 17 AIS and GIS substations, strengthening the nation’s transmission network by adding grid interconnection between regions and enabling the addition of new capacity to the grid. This achievement included charging substations for esteemed customers such as PowerGrid Corporation of India Ltd, Himachal Pradesh State Electricity Board,

Bhutan Power Corporation Limited, Tehri Hydro Development Corporation Limited, Uttar Pradesh Power Corporation Limited, Warora Kurnool Transmission Limited, Doosan Power Systems, Renew Power Limited, Kerala State Electricity Board, Kutch Copper Limited, and others.

Additionally, your Company played a crucial role in strengthening the transmission network in Bhutan by charging substations for Bhutan Power Corporation, involving complex interfaces and logistics.

During the year under review, your Company commissioned a 400/200 kV AIS Substation for Renew Power Limited at Koppal area of Karnataka. The Honourable Prime Minister of India, Shri Narendra Modi inaugurated the Koppal Narendra Transmission Scheme for transmission of power from Renewable Energy, which is a significant move to align with clean energy objectives of the Nation. During the period FY 23-24, your Company also realized the commissioning of two key substations for Warora Kurnool Transmission Limited partnering with Adani - one at Warangal and the other one at Chilakaluripeta in Telangana and Andhra Pradesh respectively. These were 765 kV x 400 kV AIS Substations adding 3500 MVA of transmission capacity. This was, by far, the largest 765 kV double circuit TBCB project done in India.

In addition to the above, your Company has also successfully commissioned 35 GIS projects in this FY among which notable projects in domestic market were 765 kV for BGR, 400 kV for Renew Power (Narendra Extn.) and Sterlite / Techno (Kasargod), 220 kV for Date centre in Chennai and Adani Mundra, Tata Power (Waghiwali), Keonics and Bongaigaon. Achievements in the overseas market include commissioning of 2 nos. 220 kV GIS in Nepal, 1 no. 220 kV and 1 no. 66 kV GIS in Bhutan.

It will also be worthwhile to note that your Company commissioned major CBR projects for esteemed domestic customers viz. L&T (TANTRANSCO), Adani, Renew, Megha and Stelmech (PSTCL), while also successfully delivering to overseas customers - Energoinvest (Tanzania), Tata Projects (Mali), Elecnor (Mozambique), KPTL (Mauritania) and Angelique (Zambia).

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is committed to protecting its people and the communities in which it operates through its EHS excellence fundamentals and systems. The Company aims to continuously improve its EHS systems as an integral part of its operational strategy. EHS excellence is at the core of what the Company does and is fundamental to its identity.

The Company strives to provide and promote a safe and healthy working environment by using natural resources and energy in a sustainable manner to avoid adverse impacts on employees, contractors, customers, the environment, and the communities in which it operates.

The primary objective of the Company is to prevent any harm or damage to people, property, and the environment while ensuring compliance with applicable regulations. The Company aims to promote the health, safety, and well-being of all its employees in the workplace to achieve the ultimate goal of zero accidents. It aims to uphold the highest EHS standards, regulatory requirements, training, and operational practices to achieve the goal of zero harm, thereby demonstrating world-class programs and operations.

Your Company tracks EHS statistics, training status, incident data, audit scores, subcontractor EHS performance, legal compliance, and more in real time through online tools such as Gensuite, Complyworks, Nimonik, Unifier, and “ENHESA.” EHS performance is regularly reviewed through an internal EHS operating review process by senior leaders within the Company in India and at the corporate level globally.

EHS is a shared responsibility, and everyone is held accountable and takes ownership of EHS. Our EHS programs combine clear leadership commitment and accountability, where all leaders, including the CEO, are responsible for implementing the policy. The EHS program also fosters a deep and total empowerment of all employees by:

• Ensuring the allocation of adequate resources (e.g., budget, time, training, professionals, etc.).

• Establishing and maintaining safe systems of work. The core fundamental is to “Stop the work in case of any risky situations.”

• Encouraging employees to seek assistance and promptly report any events and deviations related to EHS.

• Holding teams accountable for EHS performance and making EHS an integral part of the overall success of the Company.

Certifications

All business units of Company are certified under the International Organization for Standardization, Environmental Management System (ISO 14001:2015), and Occupational Health and Safety Management System (ISO 45001:2018).

Recognitions

As a testament to your Company’s commitment to effective implementation of affirmative action policies, during the year under review, your Company received EHS Appreciation certificates and letters from prestigious customers such as Adani Transmission Limited, Kerala State Electricity Board, MRF Limited, Tata Motors Limited, National Safety Council and Renew Power.

HUMAN RESOURCES

The Company’s Human Resources (HR) priorities were designed to support the execution of the business strategy and improve organizational effectiveness. HR plays a crucial role in our Company by making a meaningful impact in the lives of our employees and drive the desired culture as well as to promote safety standards across the offices, factories, and sites.

Employee Engagement

Employee Engagement initiatives remained a key focus area for the Company. It continues to drive numerous employee engagement

activities with great rigor and passion across all locations. Several initiatives for employee engagement were observed in your Company, as stated below:

• Culture and Engagement Pulse Survey: Every quarter, the sentiments of the employees were pulsed through culture and engagement survey, which is conducted by a vendor partner on a quarterly basis, the survey allows employees to share their opinions and comments on various engagement drivers. This survey provides an opportunity for people leaders to discuss the survey results with their respective teams and develop actionable plans to improve overall employee engagement. Based on the sentiments expressed, areas of development are identified and acted upon. The upward trend in the engagement score across locations indicates an improved engagement level among teams. In addition, Company also roundtables, focused group discussions, talk shows, all employee webcasts and townhalls.

• Grid Solutions Quarterly Townhall and MD & CEO Award:

The Company focuses on recognizing talent by presenting MD & CEO awards on a quarterly basis to individuals who have gone above and beyond. The Grid Solutions Quarterly Townhall serves as a forum for the leadership team and all employees to come together and exchange information on topics such as environment, health and safety, finance, HR, business operations, and commercial aspects.

• People Leader Proficiencies Training: PLP course is designed to strengthen the capabilities of people leaders to drive accountability while building cohesive and engaged teams. The course will focus on enhancing your skills in critical areas of people leadership (Culture, Team dynamics, Engagement, Talent Development, Feedback, Inclusion & Diversity).

Additionally, there were multiple unit-specific employee and social engagement activities organized throughout the year to boost employees’ morale:

• Town Hall with Global and Local Leadership Team/s

• Round Table and 1-o-1 Meetings

• Festival Celebrations

• Sports Event and Culture Building

Talent Management

Talent Acquisition: At GE, we highly value unique identities, diverse backgrounds, and varied experiences. We actively encourage and embrace different voices and perspectives, as they equip us to rise to the challenge of building a world that works for everyone. We celebrate our people for who they are, regardless of their religious beliefs, individual orientation, gender, or special needs. Our commitment lies in fostering an inclusive culture where everyone feels empowered and motivated to perform at their best because they are accepted, respected, and included.

Talent Development: Our talent development process enabled leaders to identify critical roles and top talents in each function, providing them with frameworks and tools to align talent needs with the Company’s strategy. This involved rigorous assessments of

performance and demonstration of GE leadership behaviours. Other parameters evaluated included retention risk, loss impact, domain knowledge, functional capabilities, succession pipelines, intentional next role planning, mentoring, development and learning plans, and creating talent flow. This proactive approach allowed the Company to take necessary actions to retain key talents and build succession pipelines. Your Company conducted robust review sessions with business/function leaders, during which talents were discussed along with the action plan for their development and growth in their respective roles. Actionable tasks such as job rotation, stretch and bubble assignments, and job enrichment were implemented to cultivate a stronger talent pipeline within the organization, particularly for critical roles.

Competency Management: Competency mapping through the Integrated Talent Management (ITM) tool was initiated for functions such as Environment, Health and Safety, Commercial, Quality, Sourcing, Manufacturing, Engineering, and Project Management. This process aimed to develop talent by identifying competency gaps and placing emphasis on individual development plans to bridge those gaps.

Culture

Our culture is the heartbeat of our organization, which comprises ol principles that shape our behaviour, foster collaboration, and drive us toward excellence. It’s the way we collaborate, the way we innovate, and the way we treat one another. Our culture is the soul of our collective journey and lay the foundation of our shared identity.

Your Company aims to sustain a culture based on GE Vernova Way, (The Energy to Change the World), they define how we work together to create value for our people, customers, shareholders, and planet. The GE Vernova Way is designed to guide how we speak, behave, interact and make decisions, Capture the most critical ways of working that are unique to us; and reflect aspirational elements where we need to improve and grow.

Inclusion, diversity, and equity are crucial pillars of the Company’s culture, and to truly embody these values, your Company is committed to investing in programs that focus on building a diverse and talented workforce.

Learning is essential for growth and progress. The Company strongly believes in promoting a learning culture and, to reinforce this belief, multiple initiatives were launched across units and product lines, as outlined below:

Key Initiatives

Your Company initiated various actions to address the inputs received from employees through monthly opinion surveys. The aim was to create a better working culture and foster collaboration with employees by acknowledging and acting on their feedback. These initiatives facilitated connections between employees and leaders, allowing them to share personal and professional development opportunities and promote work-life balance.

To enhance diversity and inclusion, your Company also conducted sessions and events to raise awareness about Diversity and Inclusion,

including Women’s Day and events centred around LGBTQ inclusivity like PRIDE Alliance. The Company is continuously working towards enhancing gender diversity in the workplace.

Earth Week is a reminder of the importance of environmental conservation and sustainability, encouraging us to come together and act for a healthier planet and brighter future. In line with our commitment towards sustainability. We celebrated Earth Week between 22^nd - 26^th April, 2024 with the theme of Educate, Engage, Activate. There were multiple volunteer events hosted including tree plantation, save electricity through various initiatives like switching off lights for one hour, donating items for recycling in working on way to sustainability.

Your Company also launched the ‘Learning through Assignments & Projects’ program. This initiative aimed to encourage employees to take on stretch assignments related to topics such as Safety, Quality, Delivery, and Cost. This program helped employees develop crossfunctional learning and exposure.

Workforce and Analytics

GE Workday, cloud-based HR enterprise management platform enables employees and people leaders to access information anywhere and anytime. The user-friendly interface facilitates swift retrieval of essential data and reports, enabling the business to make important people-related decisions promptly. The implementation of this new platform has seamlessly supported your Company in driving strategies related to recruitment and talent management, retention, growth programs, HR and payroll compliance, and benefits programs with efficiency and effectiveness.

QUALITY AND CONTINUOUS IMPROVEMENT

Your Company is committed to continuous improvement towards business excellence. The deployment of quality and continuous improvement initiatives has made significant progress, contributing to business results. Here are some of the achievements and key actions realized through the wholehearted participation of employees at all levels:

• All of your Company’s operations in India, including manufacturing, projects, services, and automation, are certified for the Integrated Quality Management System (ISO 9001:2015). This certification reinforces the quality of the Company’s processes and their compliance.

• Grid Software Unit under Electrification Software Business at Noida is certified for Information Security Management System (ISO 27001:2013).

• Pallavaram unit launched “Learning Effectively through Assignments & Projects (LEAP)” initiative in 2023, to encourage team members to take up assignments and projects beyond their normal scope of work to improve their own cross functional exposure and enable learning. 12 Projects completed in 2023 with substantial benefits to the business.

• Pallavaram unit continued to focus on enhancing continuous improvement competencies at all levels through various trainings. These include sessions on Lean, Problem Solving (8D/GE PSR, etc.), kaizen events, and coaching on continuous

improvement projects across units. The aim of these initiatives is to enhance the quality and continuous improvement competencies of our employees.

• Pallavaram Unit participated in OHSE Awards competition conducted by National Safety Council Tamilnadu chapter and secured Appreciation award for the assessment Year 2022 -2023.

• National Road Safety Week was celebrated from January 11 to January 17, 2024, at Pallavaram. Awareness posters and pamphlets distributed to all our employees and road safety pledge was taken.

• National Safety week was celebrated from March 04 to March 10, 2024 at Pallavaram factory. Employee engagement programs were organized to promote awareness and commitment to Safety. Active participation from employees was encouraged. Fifteen tree saplings were planted as part of celebrations.

• Pallavaram unit conducted Health camps, Eye camps and Dental camps during National safety week for promoting health consciousness and well-being of our employees. Regular short talks and online teams meeting on various health topics ongoing.

• World Quality Week was celebrated across Pallavaram, Padappai and Hosur sites under the theme of “Realizing your competitive potential”. Lots on engagement activities like Quiz competition, Suggestion Day and Quality Training sessions were conducted.

• Twenty-two structured Process improvement actions including Lean, Six Sigma Projects contributing to significant operational performance improvement were successfully executed at Padappai and Hosur HVS India sites. Major Kaizens include 3P on GIS logistics optimization to reduce logistics cost by 10%, Engineering Change Notice implementation lead time reduction for Drives and Fixed Production reduction at Hosur and Implementation of Horizontal assembly for EMVT/ KOTEF.

• Value stream mapping for CBR in Padappai to reduce the lead time by 25%. Breakthrough actions in GIS include AC1 implementation Tendering and AIS Engineering, capacity improvement in Leak test and KANBAN/ VMI implementation for critical parts.

• President Kaizen Event was conducted from 25-Jan-24 to 30-Jan-24 at Hosur plant, where APAC leadership team participated and implemented Horizontal assembly for EMVT/ KOTEF to eliminate EHS risks - lifting, working under suspended load and achieve standard time reduction by 40%. Other kaizens include introduction of conveyors for product movement from Assembly to testing and creating a facility for end of line testing at Volta Lab.

• Lean Maturity assessment was implemented at Padappai and Hosur sites and roadmap prepared for improving the lean maturity of the sites.

• President’s Kaizen event performed at Vadodara Unit for pull flow deployment enabling manufacturing lead time improvement by ~20% with potential saving of 20.7 MINR. ¹

• Kaizen event done for implementing SMED concept for reducing set up time & change over time for TVO & VPD’s to enhance machine utilization and thus increasing the capacity.

• Kaizen event done for increase capacity of core cutting shop for reducing the set-up time of core cutting machine and increasing the machine utilization.

• HVDC manufacturing Capability ramp up- LTI is continuously gearing up to meet the market demand and increasing its capacity of HVDC transformer manufacturing. Already investment of 220 MINR approved and is under execution with plan of further 213 MINR investment in pipeline.

• 53^rd National Safety week celebration done along with taking oath by employees towards focus on ESG (Environment Social Governance) excellence.

• National Safety Week (NSW) was celebrated in Grid Software Unit of Electrification Software Business at Noida. Key events included distribution of NSW badges, safety poster competition, hazard hunt / spot the hazard competition, EHS talk (2 minutes video recording) competition, EHS quiz competition, etc.

Overall, during the financial year 2023-24, your Company successfully executed projects and secured major orders, both domestically and internationally. With a commitment to continuous improvement and a customer-centric approach, the Company has further strengthened its market presence and laid a solid foundation for future success.

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2023-24.

FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits including the public and no such amount inter-alia, principle or interest was outstanding as on the closure of financial year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The details of the composition of the Committee, scope and functions are listed in the Corporate Governance Report forming part of this Board’s Report.

The CSR Policy formulated by the Corporate Social Responsibility Committee and approved by the Board is available on the Company’ website at following URL: https://www.gevernova.com/regions/in/ge-td-india-limited/corporate-governance.

Your Company’s Corporate Social Responsibility (CSR) activities reflect its philosophy of helping to build a better world and a more sustainable society. Over the years, across all sites, your Company has been engaged in several initiatives, and has focused on strengthening the marginalized sections of the community through multiple interventions such as healthcare, access to clean drinking water, infrastructure development, support for persons with special needs, skill development, entrepreneurship programs. These programs are carefully curated, depending upon the needs of the community for the overall development and empowerment of the society.

In terms of extant applicable provisions, the Company was not required to spend any amount on CSR activities during the Financial Year 2023-24.

Further, the Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-A forming a part of this Report.

DIRECTORS

During the period under review, the following changes were incurred in the Composition of the Board of Directors:

• Based on the recommendation of Nomination & Remuneration Committee, Board had appointed Mr. Sandeep Zanzaria as Managing Director & Chief Executive Officer of the Company w.e.f. April 17, 2023, and his appointment was duly approved by shareholders of the Company through Postal Ballot Notice dated April 17, 2023, and result of which was declared on June 5, 2023.

• Mr. Mahesh Shrikrishna Palashikar has resigned as Chairman and Non-Executive Director of the Company w.e.f. January 15, 2024 (closure of Business Hours/end of the day).

• The Board of Directors at its meeting held on January 5, 2024, had appointed Mr. Rathindra Nath Basu as Chairman of the Board and Additional Director (under category of Non- Executive and Independent Director) with effect from January 16, 2024, subject to the shareholder’s approval and his appointment was duly approved by shareholders of the Company through Postal Ballot notice dated February 5, 2024 and result of which was declared on March 18, 2024.

• Further, the Board of Directors at its meeting held on January 18, 2024 had appointed Mr. Fabrice Aumont and Mr. Jesus Gonzalez Gonzalez, as an Additional Director (under category of Non-Executive Director) of the Company with effect from January 18, 2024, subject to the shareholder’s approval and their appointments were duly approved by the shareholders of the Company through Postal Ballot notice dated February 5, 2024 and result of which was declared on March 18, 2024.

In terms of section 152 of the Companies Act, 2013, Articles of Association of the Company, Mr. Johan Bindele, Director of the Company retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

As on March 31, 2024, following are the Key Managerial Personnels of the Company in terms of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

*Appointed as Managing Director & Chief Executive Officer w.e.f April 17, 2023.

MANAGERIAL REMUNERATION

Remuneration paid to Executive and Non-Executive Directors has been mentioned in detail under Corporate Governance Report which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the independent directors of your Company have made a declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As part of its ‘Familiarisation Programme for Independent Directors’, your Company familiarises independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under Corporate Governance section of the website at https://www. gevernova.com/regions/in/ge-td-india-limited/corporate-governance

At regular intervals, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on macroeconomic environment, industry developments, regulatory updates, business overview, operations, financial statements, update on statutory compliances for Board members, etc.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

• the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

• such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on March 31, 2024 and of the profit /loss of your Company for the year ended on that date;

• proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the

assets of your Company for preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going concern basis;

• the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

• proper system to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

AUDIT COMMITTEE

As on 31^st March, 2024 and at the date of this report the Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman, Mr. Rathindra Nath Basu, Dr. Kirit S. Parikh, Ms. Neera Saggi, Mr. Sanjay Sagar and Mr. Johan Bindele as other members. Details in respect of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

OTHER BOARD COMMITTEES

The details of other board committees are mentioned in the section of Corporate Governance Report forming part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has a “Vigil Mechanism (Ombuds & Open Reporting Procedure)” to provide an avenue to stakeholders, including employees and directors, to report concerns related to any actual or potential violation of law and ‘The Spirit & The Letter Policies’ including unethical practices, incorrect or misrepresentation of any financial statements and reports, any claim of theft or fraud, conflicts of interest and any claim of unfair employment practices.

Through this procedure employees are encouraged to raise integrity concerns and feel confident that they can do so without any fear of retaliation.

The said policy may be accessed under the Corporate Governance section of the website at https://www.gevernova.com/regions/in/ge-td-india-limited/corporate-governance

NOMINATION AND REMUNERATION POLICY

In terms of the section 178 of the Companies Act, 2013 and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has a Nomination and Remuneration Policy (‘NRC Policy’). The aforesaid policy of the Company on director’s appointment and remuneration including criteria for determining qualifications,

positive attributes, independence of directors and other matters is annexed as “Annexure B”.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at https://www. gevernova.com/regions/in/ge-td-india-limited/corporate-governance

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Company has a policy framework for evaluation of the Board of Directors. Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors, the Board as a whole and of its various committees.

The Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, & carried out performance evaluation of non-independent directors Chairman of the Board and the Board as a whole, based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director’s performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

In terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to secretarial.compliance@ge.com

ANNUAL RETURN

As per provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is hosted on the Reports & Financials section of your Company’s website https://www.gevernova.com/ regions/in/ge-td-india-limited

MEETINGS OF THE BOARD AND ITS COMMITTEES

During the year under review, eleven meetings of the Board of Directors were held, details of which along with details of Committee meetings are provided in Corporate Governance Report forming part of the Directors’ Report.

The Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI), as applicable, have been duly complied with.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investment and loan are mentioned in the notes to the financial statements forming part of the Annual Report. Your Company has not provided guarantee or securities under section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Related Party Transactions Policy on dealing with Related Party Transactions.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at https://www. gevernova.com/regions/in/ge-td-india-limited/corporate-governance

Omnibus approval for related party transactions (at arm’s length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee. All related party transactions during the year under review were on arm’s length basis. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note No. 38 of the financial statements.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) disclosures of transactions of the Company with Grid Equipments Private Limited, promoter Company, holding 68.54% shares in the Company is as follows:

During the year under review, your Company, with the approval of shareholders, entered into Related Party Transactions which may be considered material in terms of Section 188 of the Companies Act, 2013 and Listing Regulations. The disclosure of related party

transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is provided as “Annexure C”.

Further, the proposed material related party transactions for financial year 2024-25 and upto the date of sixty-ninth Annual General Meeting are detailed in the notice of the ensuing Annual General Meeting of the Company.

PREVENTION OF SEXUAL HARASSMENT (POSH)

In terms of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, the Company has zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee at all its units, in accordance with the provisions of the said Act.

During the financial year under review, two (2) cases under the aforesaid act were reported which were duly disposed-off within the prescribed time. Accordingly, at the end of the financial year there was no pending case.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made by or against the Company or any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year ended March 31, 2024.

SUBSIDIARY COMPANIES

During the year under review, your Company did not have any subsidiary or associate Company in terms of the Companies Act, 2013.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as prescribed under subsection 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in “Annexure D”, which forms part of this report.

RISK MANAGEMENT

The Board of Directors of your Company has constituted a Risk Management Committee in terms of Listing Regulations to overlook the Risk Mitigation and Management of the Company. Details of composition forms part of the Corporate Governance Report.

The Board of Directors has laid down a Risk Management Policy for the Company and has adopted Enterprise Risk Management Policy. The Policy identifies elements of risks inherent to the business pertaining to operational, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. Every unit and function are required to deploy the control measures and ensure timely reporting.

In the opinion of the Board, none of the above-mentioned risks threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Financial Control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report, forming part of the Directors’ Report.

CORPORATE GOVERNANCE

In terms of regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance has been included in this Report as separate sections. A certificate from M/s Deloitte Haskins & Sells, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility and Sustainability Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this Report as a separate section.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s discussion and analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management’s discussion and analysis is set out in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Disclosure regarding Investor Education and Protection Fund (IEPF) forms part of Corporate Governance Report Section.

AUDITORS

Statutory auditors and auditors' report

The members of the Company at its 65^th Annual General Meeting (AGM) held on August 6, 2021, appointed M/s Deloitte Haskins & Sells, Chartered Accountants, Firm Registration No. 015125N as Statutory Auditors, for its first term, to hold office till the conclusion of 70^th AGM at remuneration to be fixed by the Board of Directors.

Auditors' Report

The Auditors’ Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Further, during the period under review Statutory Auditor’s of the Company has not reported any fraud to the audit committee as specified under Section 143(12) of the Companies Act, 2013 during the period under review.

COST AUDITORS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. The Cost Audit Report for financial year ended March 31, 2023, of the Company was filed on September 2, 2023, within the prescribed time under the Companies (Cost Records and Audit) Rules, 2014.

Further, in terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Ramanathan Iyer & Company, (Firm Registration No. 000019) Cost Accountants, as cost auditor of the Company for the financial year ending March 31, 2025, to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s VKC & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report from M/s VKC & Associates, Company Secretaries for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark and is annexed as “Annexure E”.

ACKNOWLEDGEMENTS

The Board of Directors expresses its gratitude to the employees of the Company for their commitment, dedication and support in fulfilling Company’s commitments to its customers and thereby contributing to the performance of the Company. They also express their gratitude to various Government/ Statutory Regulatory authorities, customers, vendors, Banks, and members for their continued understanding and support and look forward for the same in the years to come.

For and on behalf of the Board

Sandeep Zanzaria Sushil Kumar

Place: Noida Managing Director & CEO Whole-time Director & CFO

Date: 3.7.2024 DIN: 08905291 DIN: 08510312

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Kaizen event completed for wing-to-wing Value stream mapping for Shunt reactors and ICT manufacturing and achieving the lead time improvement of >15%.